exv10w7



 







Exhibit
10.7




Dated the                    day of                    2005.




WIDE HARVEST INVESTMENT LIMITED




and




EMAK HONG KONG LIMITED



 




TENANCY
AGREEMENT



of




Suite Nos. 5B and 6A on the 19th Floor of Tower 6,

China Hong Kong City, China Ferry Terminal,

Canton Road, Kowloon.



 




BAKER
& McKENZIE

Solicitors & Notaries

14th Floor

Hutchison House

Harcourt Road Central

Hong Kong




 









 







THIS AGREEMENT is dated the          day of                    2005



BETWEEN the parties described as the Landlord and the Tenant respectively in Part I of the First
Schedule



WHEREBY IT IS AGREED as follows:




SECTION I

INTERPRETATION AND AGREEMENT





	1.1	 	Interpretation
	 
	 	 	In this Agreement the expressions set out in the Schedules hereto shall where the context so
admits have the meanings respectively ascribed to them therein.
	 
	1.2	 	Joint and several liability
	 
	 	 	In this Agreement where the context so permits or requires words importing the singular
number include the plural number and vice versa and words importing a gender include all
other genders and where there are two or more persons included in the expression “the
Tenant” covenants expressed to be made by the Tenant shall be deemed to be made by such
persons jointly and severally.
	 
	1.3	 	Headings and index
	 
	 	 	The headings and covering pages are intended for guidance only and do not form part of
this Agreement nor shall any of the provisions of this Agreement be construed or interpreted
by reference thereto or in any way affected or limited thereby.
	 
	2	 	Premises Term and Rent
	 
	 	 	The Landlord shall let and the Tenant shall take, in the state and condition as it is,
ALL THAT the premises more particularly described and set out in Part II of the First
Schedule (“Premises”) TOGETHER with the use in common with the Landlord and all others having
the like right of the entrances, staircases, landings, lavatories, corridors and passages in
the Building as defined in Part II of the First Schedule insofar as the same are necessary
for the proper use and enjoyment of the Premises AND TOGETHER with the use in common with
others having the like right of the lifts escalators and central air-conditioning service
serving the Premises whenever the same shall be operating for the term set out in Part III of
the First Schedule (“Term”) YIELDING AND PAYING therefor throughout the Term such rent,
Management Fee and Air-Conditioning Charge (which are unless the
context otherwise requires
collectively included in the term “Rent”)




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	 	 	and other charges as are from time to time payable in advance and in accordance with
the provisions set out in the Second Schedule.





SECTION II

DEPOSIT





	1	 	Deposit






	 	1.1	 	The Tenant shall on the signing hereof deposit with the
Landlord the sum or sums
specified in Part V of the First Schedule to secure the due observance and performance
by the Tenant of the covenants, agreements, stipulations, terms and conditions herein
contained and on the part of the Tenant to be observed and performed.
	 
	 	1.2	 	The deposit shall be retained by the Landlord throughout the Term (SUBJECT to the
Landlord’s right to forfeit the deposit under clause 1 of Section IX hereof) without
interest and the Tenant hereby specifically authorises the Landlord (but without
prejudice to any other right or remedy) to apply the deposit in payment of the amount of
any rent, rates, Government rent (if any), Management Fee and Air-Conditioning Charge
and other charges payable hereunder by the Tenant and any costs expenses loss or damage
sustained by the Landlord as the result of any non-observance or non-performance by the
Tenant of any of the covenants, agreements, stipulations, obligations or conditions.
	 
	 	1.3	 	In the event of any deduction being made by the Landlord from the deposit the
Tenant shall, as a condition precedent to the continuation of the tenancy, forthwith on
demand by the Landlord make a further deposit (to be held by the Landlord in manner as
aforesaid) equal to the amount so deducted and failure by the Tenant so to do shall
entitle the Landlord to determine this Agreement and forthwith to re-enter upon the
Premises in which event the deposit shall be forfeited to the Landlord.






	2	 	Refund of deposit
	 
	 	 	Subject as aforesaid the deposit shall be refunded to the Tenant by the Landlord without
interest within forty five (45) days after the expiration or sooner determination of this
Agreement and delivery of vacant possession to the Landlord or after settlement of the last
outstanding claim by the Landlord against the Tenant for any arrears of rent, rates,
Government rent (if any), Management Fee and Air-Conditioning Charge and other charges and
for any breach non-observance or non-performance of any of the covenants agreements
stipulations terms and conditions herein contained and on the part of the Tenant to be
observed or performed whichever is the later.




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	3	 	Increase in deposit
	 
	 	 	If there shall for whatever reason be any increase in the rent and/or Management Fee
and Air-Conditioning Charge and/or rates and Government rent (if any) during the Term, the
Tenant shall upon such increase becoming applicable pay to the Landlord as a condition
precedent to the continuation of the tenancy by way of increase in the said deposit a sum
proportional to the said increase to restore the ratio of deposit to the rent and Management
Fee and Air-Conditioning Charge and rates and Government rent (if any) to that previously
subsisting.
	 
	4	 	Transfer of deposit
	 
	 	 	In the event that the Premises and/or this Agreement shall be assigned by the Landlord to
any person(s), the Landlord shall be entitled as incidental to such assignment to transfer
directly the Deposit or the balance thereof to the assignee, after making any deduction in
manner aforesaid (whether with or without the consent of the Tenant) PROVIDED that the
assignee shall undertake with the Tenant to refund such deposit or balance thereof in
accordance with the provisions hereof, whereupon the Landlord shall be released from any and
all further obligations to the Tenant in respect of the said Deposit, and the Tenant shall
thereafter have no claim whatsoever against the Landlord in respect thereof. The Tenant
shall if required by the Landlord (but not at the cost of the Tenant) enter into, sign, and
execute such agreements, deeds or documents in such form and substance to the satisfaction
of the Landlord, to release the Landlord from its obligation in respect of the refund of the
deposit or balance thereof. In the event of there being a bank guarantee the Tenant will
upon request provide a substitute guarantee in favour of the assignee in exchange for that
provided to the Landlord.





SECTION III

TENANT’S OBLIGATIONS



The Tenant hereby agrees with the Landlord as follows:-





	1.	 	Rent and Management Fee, etc.






	 	1.1	 	To pay the rent as set out in Part I of the Second Schedule in advance in
respect of the Premises and clear of all deductions on the first day of each calendar
month, the first and last of such payments to be apportioned according to the number of
days in the month included in the Term.
	 
	 	1.2	 	To pay and discharge at the same time and in the same manner as the rent is
payable the Management Fee and Air-Conditioning Charge and any other service and
maintenance charges payable by the owner or occupier of the Premises or (as the case
may be) the Landlord including (without limitation) such charges as may be demanded
from time to time by the Building Manager or




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	 	 	 	Management Committee or similar Management Body for the time being of the Building
(if any) and/or those charges payable in respect of the Premises pursuant to or by
virtue of the Deed of Mutual Covenant and Management Agreement relating to the
Building, and subject to revision in accordance with Clause 1.5 of Section III, the
Management Fee and Air-Conditioning Charge payable at the Commencement of the Term
is set out in Part II of the Second Schedule.
	 
	 	1.3	 	If the day on which the rent, the Management Fee and Air-Conditioning Charge or
additional outgoings or other payments fall due under this Agreement is a public
holiday, the relevant payment of rent, Management Fee and Air-Conditioning Charge or
additional outgoings or otherwise shall be due and payable on the preceding business
day. For Ihe avoidance of doubt, “business day” means a day on which banks are
ordinarily open for business in Hong Kong.
	 
	 	1.4	 	If payment is made by the Tenant by cheque, such cheque must be good for payment
and reach the office of the Landlord before 3:30 p.m. in the afternoon if such payment
is made on any weekday except Saturday, and before 11:30 a.m. if such payment is made on
a Saturday, failing which the payment shall be deemed to have been paid by the Tenant on
the following business day, and the Tenant shall be deemed to have defaulted in making
due payment.
	 
	 	1.5	 	If at any time and from time to time during the Term the operating cost relative
to the supply of the air-conditioning and/or the costs and expenses for the provision of
management services to the Building and/or the Premises shall have risen over the costs
prevailing at the commencement of the Term the Landlord shall be entitled to serve one
(1) month’s notice in writing upon the Tenant to increase the charges or any of them by
appropriate amount(s) and thereafter such increased charges shall prevail. The
Landlord’s assessments of the appropriate increase shall be conclusive and binding on
the Tenant.
	 
	 	1.6	 	If the Tenant should require air-conditioning outside the normal air-conditioning
supply hours set out in the Fifth Schedule, subject to the Tenant’s giving to the
Landlord not less than 24 hours prior notice in writing, additional air-conditioning
will normally be provided on condition that the additional air-conditioning shall be
applied in units of one hour and at least two hours on each occasion at such rate as may
be charged by the Landlord from time to time.






	2	 	Rates and Government Rent (if any)






	 	2.1	 	To pay and discharge punctually during the Term all rates, Government rent
(if any), taxes, assessments, duties, charges, impositions and outgoings of an




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	 	 	 	annual or recurring nature whatsoever now or hereafter to be assessed imposed or
charged on the Premises or upon the owner or occupier in respect of the Premises
or any part thereof by the Government of the Hong Kong Special Administrative
Region or other lawful authority (Property Tax alone excepted) on the
1st day of
the months of January, April, July and October.
	 
	 	2.2	 	Without prejudice to the generality of clause 2.1, the Tenant shall pay to the
Landlord all rates and Government rent (if any) imposed on the Premises by the
Government and as and when demanded by the Landlord, who shall settle the same with the
Government of the Hong Kong Special Administrative Region.
	 
	 	2.3	 	In the event of the Premises not yet having been assessed to rates and/or the
Government rent (if any), the Tenant shall pay to the Landlord a sum (which shall be
computed on the basis of the prevailing percentages of the rateable value of the
Premises for rates and/or the Government rent (if any) for the corresponding quarter) as
shall be required by the Landlord as a deposit by way of security for the due payment of
rates and/or Government rent (if any) subject to adjustment on actual rates and/or the
Government rent (if any) assessment being received by the Landlord from the Government
of Hong Kong Administrative Special Region.






	3	 	Water & electricity charges
	 
	 	 	To pay and discharge punctually during the Term all charges (including all deposits) in
respect of water, electric light, power and telephones as may be shown by the separate
meter or meters installed upon the Premises or by accounts rendered to the Tenant.
	 
	4	 	User
	 
	 	 	To use the Premises only for the purposes set out in Part IV of the First Schedule hereto
and for no other purpose whatsoever.
	 
	5	 	Entry by Landlord






	 	5.1	 	To permit the Landlord and its agents with or without workmen and all persons
authorised by it and with or without appliances at all reasonable times upon prior
notice to enter upon the Premises and if necessary, to remain at the Premises:






	 	(a)	 	to take inventories of fixtures and fittings therein and
to cany out any maintenance works or repairs to the Landlord’s
installations inside the Premises which are in the opinion of the Landlord
necessary and proper to be done;




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	 	(b)	 	to examine the state and condition thereof and of the fixtures and
fittings therein, including but not limited to the central air-conditioning
unit;
	 
	 	(c)	 	to execute any works of renewal cleaning alteration or repair
to any adjacent or neighbouring premises or to the Building without any claim
for damages or indemnity against the Landlord; and
	 
	 	(d)	 	to do such work as may be deemed necessary to preserve the
exterior walls or any part of the structure of the Building from injury or
damage from any excavation or other building works as may be made or
authorised in the vicinity of the Building






	 	 	 	and the Tenant shall deposit with the Landlord a key or key(s) to the Premises to
enable the Landlord to enter into the Premises in the event of emergency, and
unless key(s) are so deposited with the Landlord, in the event of emergency the
Landlord or its agents may without notice enter upon the Premises forcibly, and
the Tenant shall at its own expense reinstate the entrance door to the Premises to
its original state and condition without any claim for damages or indemnity
against the Landlord.
	 
	 	5.2	 	To permit the Landlord and all persons authorised by it at all reasonable times
to show the Premises to prospective tenants during the last three months of the Term or
to prospective purchasers at any time during the Term.






	6	 	Repairs
	 
	 	 	Upon receipt of notice from the Landlord to forthwith make good all defects and wants of
repair for which the Tenant is responsible hereunder and if the Tenant should not within
seven (7) days after the service of such notice proceed diligently with the making good of
all defects and the carrying out of such repair then to permit the Landlord to enter upon
the Premises and to make good the said defects and carry out such repair. The costs thereof
shall be paid by the Tenant and be a debt due from the Tenant to the Landlord and be
forthwith recoverable by action.
	 
	7	 	Close windows
	 
	 	 	To keep all windows and doors of the Premises closed and to permit the Landlord or its
servants and agents and others from time to time during the Term to enter upon the Premises
for the purpose of closing any doors or windows.
	 
	8	 	Notify Landlord of damage
	 
	 	 	To notify the Landlord or its agent of any accidents to or defects in the water pipes
electrical wires or fittings fixtures or other facilities provided by the Landlord within
the




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	 	 	Premises whether or not the Tenant is liable hereunder for the repair of the same
forthwith upon the Tenant’s becoming aware (whether actually or constructively) of
the same arising.
	 
	9	 	Interior fitting out






	 	9.1	 	To fit out the interior of the Premises at the Tenant’s expense in accordance with the
requirements and provisions set out in the Third Schedule.
	 
	 	9.2	 	Fitting out works in the Premises to be carried out by the Tenant
shall be carried out in accordance with plans drawings and specifications as
that have been first submitted under clause 10 below and have been approved in
writing by the Landlord. Such works shall be carried out in a good and proper
workmanlike fashion with good quality materials and with all necessary
Government licences permits authorities permissions and consents.
	 
	 	9.3	 	Upon completion of the fitting out work to the satisfaction of the
Landlord, the Tenant shall throughout the Term maintain the Premises in good
repair and condition to the satisfaction of the Landlord. The Tenant will not
cause or permit to be made any alteration variation or addition to the approved
interior design or layout of the Premises and may not commence any further
fitting out works upon the Premises without the prior written consent of the
Landlord. Any fitting out of the Premises adjoining a common area shall be of a
style nature and standard as may be required by the Landlord and the work shall
be carried out at the cost of the Tenant. In carrying out any approved work the
Tenant shall obey and cause his servants agents contractors and workmen to obey
and comply with all instructions and directions prescribed by the Landlord, the
Landlord’s agent, or the Building Manager of the Building.
	 
	 	9.4	 	To employ at the Tenant’s expense only such contractors as are
nominated by the Landlord from time to time for the purpose of designing and
carrying out and installing all the necessary building services and builders’
work as hereinafter defined in the Premises in manner as prescribed by the
Landlord or its nominated contractors and in particular to observe and comply
with the conditions and requirements as stated in the Tenant’s Fitting-Out
Guide. The expression “building services”, means all mechanical and electrical
engineering work and arrangements relating to the Premises including but not
confined to electrical, plumbing, building automation and fire fighting
installations. The expression “builders’ work” shall mean all renovation works
not specified under “building services” including but not confined to light
tracks, light troughs and graphics panels.
	 
	 	9.5	 	To pay a vetting charge to the Building Manager for its checking of
the fitting out plans and inspection of the fitting-out works, and pay the sum
demanded by




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	 	 	 	the Building Manager as a refundable deposit as security for any damage to the
Building caused as a result of the Tenant’s works and the removal of any debris.






	10	 	Submission of information






	 	10.1	 	The Tenant shall furnish to the Landlord full details of all specifications, prints,
copies, and drawings information or materials as and when required by the
Landlord and shall cause the same to be delivered to the Landlord’s office.
	 
	 	10.2	 	The Tenant shall provide the Landlord with the following:-






	 	(a)	 	Three sets of elevations to describe the space with all electric outlets.
	 
	 	(b)	 	Three copies of the reflected ceiling plan with a schedule
indicating the voltage, type, wattage, quantity and location of outlets for
all light fittings and air-conditioning.
	 
	 	(c)	 	Three copies of the floor plan with partitions.
	 
	 	(d)	 	Three copies of the office layout prints of all case work
including the location of all sockets, switches, fuse box, telephone points,
size, weight and location of the safe, if any.






	 	10.3	 	Prior to the commencement of any works, the Tenant shall furnish the Landlord
with the following information :-






	 	(a)	 	The names and address(es) of the appointed designer/agent for
the Premises, the general contractor(s) to be engaged in the construction of
the Tenant’s work and the Tenant’s authorised agent/representative.
	 
	 	(b)	 	The proposed commencement date of the interior decoration
works and the estimated date of completion thereof, and the projected date of
opening of the Premises for business.
	 
	 	(c)	 	Office layout drawings in triplicate for the Landlord’s written approval.






	11	 	Inspection by Landlord
	 
	 	 	To permit the inspection of all Tenant’s work by the Landlord, the Landlord’s Architect and
Landlord’s General Contractor from time to time during the period in which Tenant’s work
aforesaid is being performed.




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	12	 	Reimbursement to Landlord
	 
	 	 	The Landlord shall have the right to perform on behalf of and for the account of
the Tenant, subject to reimbursement by the Tenant, any of the Tenant’s work which
the Landlord determines shall be so performed. Such work shall be limited to work
which the Landlord deems necessary to be done on an emergency basis, work caused by
the
Tenant’s, fault, and work, which pertains to structural components, the general, utility
systems for the Building and the erection of temporary safety barricades and
temporary signs during construction.
	 
	13	 	Good repair of interior
	 
	 	 	To keep all the interior of the Premises, the flooring and interior plaster or
other finishing material or rendering to walls floors and ceilings, and the
Landlord’s fixtures and additions including the central air-conditioning unit, doors,
window, fan coil units, air ductings, electrical installation wiring piping and
fittings for light, power and water in good clean, tenantable and proper repair and
condition and properly preserved and painted as may be appropriate when from time to
time required and to so maintain the same throughout the Term at the expense of the
Tenant and deliver up the same to the Landlord at the expiration or sooner
determination of the Term in such repair and the like condition (fair wear and tear
excepted) PROVIDED that the Tenant shall reimburse to me Landlord the cost of
repairing or replacing any air-conditioning units or other part of the
air-conditioning apparatus or installation within the Premises which is damaged or
rendered defective due to the act or neglect of the Tenant.
	 
	14	 	Fire fighting and security system
	 
	 	 	To ensure at all times that all fire alarms, fire fighting equipment, roller
shutters and other equipment for security purposes provided by the Landlord are not
disrupted, interrupted, damaged or caused to be defective through the act, default
or neglect of the Tenant, his servants, agents, licensees or customers. The Tenant
may not under any circumstances cover up any hose-reel, break-glass unit or alarm
bell.
	 
	15	 	Electrical testing
	 
	 	 	To test all circuits for shorts and earthing and to balance loads on all panels.
	 
	16	 	Passage of wires pipes cables etc
	 
	 	 	The Tenant agrees that permanent utility lines may pass through the ceiling
cavity of the Premises to service other premises and areas in the Building.




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	17	 	Emergency lighting
	 
	 	 	To provide battery operated type emergency lighting and exit signs in locations within the
Premises as required by any codes and regulations, and as deemed necessary by the Landlord.
	 
	18	 	Earthing
	 
	 	 	To provide earthing within the Premises as required by any codes and regulations from time
to time in force.
	 
	19	 	Statutes, codes & ordinances
	 
	 	 	To comply with all applicable statutes, codes, ordinances and other regulations for all
work performed by or on behalf of the Tenant within the Premises and the Landlord’s or the
Landlord’s agent’s approval of plans, specifications, calculations or otherwise of the
Tenant’s work shall not constitute any implication, representation or certification by the
Landlord that the works are in compliance with said statutes, codes, ordinances, and other
regulations.
	 
	20	 	Rules and regulations made by the Building Manager
	 
	 	 	To observe faithfully and comply strictly with the Building rules and regulations as
set out in the Fourth Schedule hereto and such other rules and regulations as the Landlord
or the Landlord’s agents or the Building Manager of the Building may from time to time
prescribe for the proper management and maintenance of the Premises and the Building. Notice
of any additional rules or regulations shall be given in such manner as the Landlord or the
Building Manager may elect. Such rules and regulations shall be binding upon the Tenant and
shall have the same force and effect as if set out in the body of this Agreement.
	 
	21	 	First class office premises
	 
	 	 	To fit out, use, manage and otherwise maintain the Premises so as not to prejudice the
goodwill and reputation of the Building as first class office premises.
	 
	22	 	Protection from typhoon
	 
	 	 	To take all reasonable precautions to protect the interior of the Premises against
damage by storm or typhoon or the like threats and in particular to ensure any exterior
doors and windows are securely fastened upon the threat of such adverse weather conditions.




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	23	 	Third party insurance
	 
	 	 	To effect and maintain throughout the Term insurance cover in respect of the
Tenant’s obligations under Section V with a reputable insurance company to the
satisfaction of the Landlord and to produce to the Landlord, as and when so
required by the Landlord, the
policy of such insurance together with the receipt for the last payment of premium and a certificate from the relevant insurance company that the policy is fully paid up
and in all respects valid and subsisting, in default of which the Landlord shall be
entitled (but not obliged) at the Tenant’s expense to effect such insurance cover.
The policy of such insurance shall be in the name of the Tenant and endorsed to
show the interest of the Landlord in the Premises and the Building and shall be in
such amount as the Landlord may from time to time stipulate and shall contain a
clause to the effect that the insurance cover thereby effected and the terms and
conditions thereof shall not be cancelled modified or restricted without the prior
written consent of the Landlord.
	 
	24	 	Insurance of Contents
	 
	 	 	To be wholly responsible for any loss or damage to property within the Premises
including without limitation all furniture fixtures fittings goods chattels samples
personal effects contents and to effect with a reputable insurance company adequate
insurance cover for the same in their full replacement value against all risks
including without limitation those risks perils or under circumstances for which
the Landlord’s liability is expressly or impliedly excluded
under this Agreement.
The Tenant undertakes to produce and make available to the Landlord as and when so
required by the Landlord copies of the policy of such insurance together with the
receipt for the last payment of premium and a certificate from the relevant
insurance company that the policy is fully paid up and in all respects valid and
subsisting.
	 
	25	 	Cleaning Service
	 
	 	 	To keep the Premises including all windows and lights at all times in a clean and
sanitary state and condition. No other cleaning contractors for the internal
cleaning of the Premises shall be employed by the Tenant without the Landlord’s or
the Manager’s prior written consent.
	 
	26	 	Cleaning drains, etc.
	 
	 	 	In the event of the pipes, drains, ducts, sanitary or plumbing apparatus of the
Building becoming choked or stopped up owing to the careless or improper use by
the Tenant its servants agents licensees invitees the Tenant shall pay to the
Landlord the costs incurred in cleaning and clearing the same from obstruction.




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	27	 	Replacement of broken windows
	 
	 	 	To replace or to reimburse the Landlord for the cost of replacing any broken or damaged
windows and/or glass panels and fixtures within and/or encompassing the Premises whether the
same be broken or damaged by the negligence of the Tenant or owing to circumstances beyond
the control of the Tenant.
	 
	28	 	To make good damage
	 
	 	 	To take good care of the fixtures fittings including but not limited to the central
air-conditioning unit and other articles provided by the Landlord within the Premises and to
make good and pay for all damage caused by the Tenant its servants or licensees to any of
them. The Tenant may not remove any of them from the Premises and shall deliver up the same
to the Landlord at the expiration or sooner determination of the tenancy in good condition.
	 
	29	 	Maintenance of sanitary and water apparatus
	 
	 	 	To keep the sanitary and water apparatus (if any) used exclusively by the Tenant and
his servants agents licensees workmen or visitors in good, clean and tenantable repair and
condition (fair wear and tear excepted) to the satisfaction of the Landlord and in
accordance with the Regulations or bye-laws of all Public Health and other Government
Authorities concerned or to use in common with others the lavatories and washing
accommodations and facilities provided by the Landlord in the Building and not to permit or
suffer the same to be used in any improper manner or whereby the soil or waste pipes may
become impeded or blocked and at all times to indemnify the Landlord against liability for
damage by the escape of water thereby caused to the properties or effects of the tenants or
occupiers of the other part of the Building.
	 
	30	 	Vermin
	 
	 	 	To take all due precautions to prevent the Premises from becoming infested with
insects or vermin. The Tenant shall employ at its own expense such pest extermination
contractors as the Landlord may require and at such intervals as the Landlord may direct.
Without prejudice to the aforesaid, in the event of the Premises becoming so infested, the
Tenant shall pay for the cost of extermination or deinfestation as arranged or approved by
the Landlord and the selected exterminators shall be given full access to the Premises for
such purpose.




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SECTION IV

RESTRICTIONS AND PROHIBITIONS





	1	 	Breach of Government Lease
	 
	 	 	Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever
which constitutes a breach of any of the terms and conditions in the Government Lease or
Conditions under which the Premises are held or in contravention of any of ordinances
regulations by-laws rules notices requirements or restrictions or prohibitions imposed by any
appropriate government authority in connection with the Premises or any trade that is now or
may hereafter be declared an offensive trade by any government authority.
	 
	2	 	Breach of Deed of Mutual Covenant, etc.
	 
	 	 	Not to do or cause to be done or suffer or permit any act deed matter or thing whatsoever
which shall or may amount to a breach of the covenants terms and provisions of the Deed of
Mutual Covenant and Management Agreement (if any) relating to the Building so far as they
relate to the occupation and use of the Premises and to indemnify the Landlord against all
and any breach non-observance or non-performance thereof.
	 
	3	 	Breach of insurance policy
	 
	 	 	Not to do or permit or suffer to be done any act deed matter or thing whatsoever whereby the
insurance on the Building against loss or damage by fire and/or other insurable perils
and/or claims by third parties for the time being in force may be rendered void or voidable
or whereby the premium thereon may be increased Provided that if as the result of any act
deed matter or thing done permitted or suffered by the Tenant the premium on any such policy
of insurance shall be increased the Landlord shall be entitled without prejudice to any
other remedy hereunder to recover from the Tenant the amount of any such increase.
	 
	4	 	Subletting and assigning
	 
	 	 	Not to assign underlet transfer licence share or otherwise part with the possession of the
Premises or any part thereof either by way of subletting lending sharing or other means
whereby any organization company firm or person or persons not a party to this Agreement
obtains the use or possession of the Premises or any part thereof, irrespective of whether
any rental or other consideration is given therefor. This tenancy is personal to the Tenant
named in this Agreement and without in any way limiting the generality of the foregoing the
following acts and events shall, unless previously approved in writing by the Landlord, be
deemed to be breaches of this clause:-






	 	4.1	 	In the case of a tenant which is a partnership, the taking in of one or more new
partners whether on the death or retirement of an existing partner or otherwise.




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	 	4.2	 	In the case of a tenant who is an individual (including a sole surviving
partner of a partnership tenant) the death insanity or disability of that individual
to the intent that no right to use possess occupy or enjoy the Premises or any part
thereof shall vest in the executors administrators personal representatives next of
kin trustee or committee of any such individual.
	 
	 	4.3	 	In the case of a tenant which is a corporation any take-over, reconstruction
amalgamation, merger, voluntary liquidation or change in the person or persons who owns
or own a majority of its voting shares or who otherwise has or have effective control
thereof.
	 
	 	4.4	 	The giving by the Tenant of a Power of Attorney or similar authority whereby the
donee of the Power obtains the right to use possess occupy or enjoy the Premises or any
part thereof or does in fact use possess occupy or enjoy the same.
	 
	 	4.5	 	The change of the Tenant’s business name without the previous written consent of
the Landlord and in connection with any application for consent under this provision,
the Landlord may require the Tenant to produce such evidence as the Landlord may think
fit to show that no breach of the provisions of this Clause 4 has taken place or is
about to take place.






	5	 	Sale by auction
	 
	 	 	Not to permit or suffer to be held upon the Premises any sale by auction or sale of a
similar nature upon the Premises.
	 
	6	 	Alterations, additions, etc.






	 	6.1	 	Not to make or permit any alterations or additions (whether or not of a structural
nature) to or in the Premises or any part thereof either internally or externally or to
any fixtures or fittings or electrical wiring or electrical/mechanical installations or
fire-prevention system or air-conditioning system or plumbing and drainage system or
building services system or to any item therein nor to pull down, alter or remove any
portions of the doors windows partitions or fittings of the Premises without the prior
written consent of the Landlord.
	 
	 	6.2	 	Not to change or in any way to alter the appearance of the standard entrance
doors provided by the Landlord for access to and egress from the Premises without having
first obtained the written consent of the Landlord therefor.
	 
	 	6.3	 	Not to install additional locks bolts or additional fittings to the entrance
doors of the Premises or in any way to cut or alter the same without having first
obtained




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	 	 	 	the written consent of the Landlord therefor.
	 
	 	6.4	 	Not to install set up or affix or permit to be installed set up affixed
in or upon the Premises or any part thereof in any manner whatsoever any engine
machinery or mechanical device or plant or air-conditioning or heating system.






	7	 	Disfigure structures, fixtures, etc.
	 
	 	 	Not to damage or disfigure any structures fixtures, canopies decorations,
installations outside the Premises including central air-conditioning unit, mail chutes,
refuse chutes, halls, passages, drainage walls, walls, partitions, ceilings, and to pay
on demand to the Landlord the costs and expenses incurred by the Landlord in repairing
or making good such damage or cleaning the same.
	 
	8	 	Installation in or damage to common areas
	 
	 	 	Not to lay, install, affix or attach any wiring, cables or other article or thing
whatsoever in or upon any areas or parts of the Building in common use or in any place
which is not hereby exclusively let to the Tenant nor to damage injure or deface any
part of the fabric or walls or roof of the Building or of the common areas stairs and
lifts and other facilities of the Building.
	 
	9	 	Signs






	 	9.1	 	Not to affix, erect, attach, exhibit, display or permit or suffer so to be
done upon any part within or on the exterior or at the show windows (if any) of the
Premises or to or through any windows thereof any writing sign decoration signboard
notice advertisement placard neon light or other device (whether illuminated or not)
which may be visible from outside the Premises except that the name of the Tenant
(or any new name of the Tenant as approved by the Landlord under Clause 4 of Section
IV) and the nature of the trade or business carried out thereon may be displayed on
the Directory Boards provided by the Landlord but only in such form and place and
character as shall be first approved by the Landlord, and the costs thereof shall be
borne by the Tenant solely.
	 
	 	9.2	 	The Landlord or its authorised agents shall have the right and at the
cost and expense of the Tenant to remove, relocate and to improve the arrangement of
any unauthorised writing, sign, decoration signboard notice advertisement placard
neon light or device affixed or put up or displayed without the proper approval of
the Landlord or its agents.






	10	 	Floor loading capacity
	 
	 	 	Not to place any load upon any floor of the Premises in excess of the loading
capacity for




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	 	 	which the floor is designed. The Landlord reserves the right to prescribe the weight and
position of all safes and any heavy articles which must be placed so as to distribute the
weight. Business machines and mechanical equipment authorised by the Landlord shall be
placed and maintained by the Tenant at the Tenant’s expense in settings sufficient in the
Landlord’s judgement to absorb and prevent vibration noise and annoyance to occupiers of the
other portions of the Building.
	 
	11	 	Freight lift carrying capacity
	 
	 	 	Not to place any heavy machinery goods raw materials or articles in any freight lift
in excess of the permitted carrying capacity for which the lift is designed.
	 
	12	 	Passenger lift
	 
	 	 	Not to use or permit to be used the passenger lifts of the Building for the purpose of
carrying any furniture or goods or heavy articles (the Landlord having provided freight lifts
for such purpose), and to observe the regulations affecting the use of all lifts as indicated
therein or intimated by the Landlord or the Building Manager of the Building or its agents
from time to time.
	 
	13	 	Nuisance
	 
	 	 	Not to do or permit to be done in or upon the Premises or any part thereof anything
which may be or become a nuisance or cause annoyance damage or disturbance to the Landlord
or to any of the tenants or occupiers of any other portion of the Building or of other
property in the neighbourhood or in any way affect the reputation of the Building or be
contrary to the laws or regulations of Hong Kong.
	 
	14	 	Noise
	 
	 	 	Not to do or permit or suffer to be done upon the Premises or any part thereof any
music noise (including sound produced by broadcasting from television, radio and any
apparatus or instrument capable of producing or reproducing music and sound) or other act
matter or thing whatsoever which may be or become a nuisance or annoyance, or cause damage
or disturbance to the Landlord or the owners tenants lessees or occupiers of any adjoining
or neighbouring premises.
	 
	15	 	Combustible or dangerous goods
	 
	 	 	Not to keep or store or permit to be kept or stored in or upon the Premises any
arms, ammunition, gun-powder, salt-petre, kerosene or other explosive or inflammable
dangerous or prohibited goods or materials (as defined in the Dangerous Goods Ordinance
(Cap.295) or any legislation replacing the same or any orders or regulations made
thereunder).




- 16 -









 






	16	 	Storage of goods
	 
	 	 	Not to use the Premises or any part thereof for the purposes of the manufacture of goods and
merchandise or for the storage of excessive amount of goods or merchandise other than in
quantities consistent with the nature and smooth running of the Tenant’s business.
	 
	17	 	Animals
	 
	 	 	Not to keep any birds or livestock of any description or any noxious goods or articles on
the Premises.
	 
	18	 	Illegal or immoral purposes
	 
	 	 	Not to use or permit or suffer the Premises to be used or any part thereof for the purpose
of gambling in contravention to the Gambling Ordinance or for any illegal or immoral
purpose.
	 
	19	 	Preparation of food
	 
	 	 	Not without the prior written consent of the Landlord to prepare or permit or suffer to be
prepared any food in the Premises and not to permit or suffer any unusual or objectionable
odours to be produced upon or to permeate from the Premises.
	 
	20	 	Sleeping or domestic use
	 
	 	 	Not without the Landlord’s prior permission in writing,
permit any person to remain in the
Premises overnight. Such permission if given shall only be given in order to enable the
Tenant to post watchmen to look after the contents of the Premises, which shall not be used
as sleeping quarters or as domestic premises within the meaning of the Landlord and Tenant
(Consolidation) Ordinance for the time being in force.
	 
	21	 	Obstructions in common areas
	 
	 	 	Not to encumber obstruct or permit to be encumbered or obstructed with any boxes, packaging,
merchandise, rubbish or other articles or obstructions of any kind or nature at any of the
entrances, exits, staircases, landings, passages, lifts, escalators, lobbies or other parts
of the Building not included in the Premises. In addition to any other remedies which the
Landlord may have hereunder, the Landlord, its servants or agents may without any prior
notice to the Tenant remove any such obstruction and dispose of the same as they may think
fit without incurring any liability therefor and the Tenant shall on demand pay to the
Landlord all costs and expenses incurred in such removal.




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	22	 	Movement of heavy machinery
	 
	 	 	Not to move any safe heavy machinery equipment and freight bulky matter or fixtures in
and out of the Building without first obtaining the Landlord’s written consent. The Tenant
shall keep the Landlord indemnified against all damages sustained by any person or property
and for any damages or monies paid out by the Landlord in settlement of any claim or
judgements as well as legal costs incurred in connection therewith and all costs incurred in
repairing any damage to the Building or its appurtenances resulting from movement of any
heavy machinery equipment freight bulky matter or fixtures. Upon the Tenant requiring to move
to and from the Premises any such items, the Tenant hereby undertakes at all times to use the
service lifts provided by Landlord for such purposes and to notify Landlord and arrange with
the Landlord a suitable time for such deliveries or removals to be effected.
	 
	23	 	No incense to be burnt
	 
	 	 	Not to burn or permit to be burnt incense in the Premises or in any part of the
Building.
	 
	24	 	Fire risk
	 
	 	 	Not to do or permit any act or thing to be done which is likely to cause any fire risk
or other hazard in the Building.
	 
	25	 	No loading in parking area
	 
	 	 	Not to obstruct or otherwise use nor permit any employee agent or licencee of the
Tenant to obstruct or otherwise use these areas of the Building allocated to the parking or
movement of or access for vehicles or designated as loading/unloading areas otherwise than
in accordance with the regulations from time to time made by the Landlord.
	 
	26	 	Use of building name
	 
	 	 	Not without the previous written consent of the Landlord to use or permit to be used
the name/logo or any part of the name/logo of the Landlord or of the Building or any
picture representation or likeness of the whole or any part of such name/logo or of the
Building or of the Premises in connection with the business or operations of the Tenant or
for any purpose whatsoever other than to indicate the address and place of business of the
Tenant.
	 
	27	 	Telephone service
	 
	 	 	Not without the Landlord’s prior written consent to use any telephone service provider
other than that designated or approved by the Landlord.




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SECTION V

INDEMNITIES





	1	 	Indemnify Landlord
	 
	 	 	The Tenant shall indemnify the Landlord against all liabilities, claims, demands, actions,
proceedings, damages, losses, costs and expenses arising directly indirectly from or
incidental to the use or occupation of the Premises, the execution of alterations,
additions or repairs to the Premises, any non-compliance by the Tenant with its obligations
under this Agreement, or any other act, default, neglect or omission by the Tenant, its
employees, contractors, servants, agents, licenses, visitors or invitees.
	 
	2	 	Indemnity against loss/damage from interior
	 
	 	 	Without prejudice to Clause 1 of Section V, the Tenant shall be wholly responsible for
any loss damage or injury caused to any person or property caused directly or indirectly
through the want of repair of the interior of the Premises or the defective or damaged
condition of any part of interior of the Premises or of any of the fixtures and fittings
therein or in any way owing to the spread of fire or smoke or the overflow of water from
the Premises or any part thereof.
	 
	3	 	Indemnity against Overflow of Water
	 
	 	 	To be wholly responsible for any loss or damage caused to any person or property
caused by or through or in any way owing to the escape or overflow of water from the
Premises and to make good the same by payment or otherwise and to indemnify the Landlord
against all costs claims demands actions and legal proceedings whatsoever made upon the
Landlord by any person in respect of such loss damage or injury and costs and expenses
incidental thereto.





SECTION VI

LANDLORD’S OBLIGATIONS



The Landlord hereby agrees with the Tenant as follows:-





	1	 	Quiet enjoyment
	 
	 	 	To permit the Tenant (duly paying the rent rates Government rent (if any) Management Fee
and Air-Conditioning Charge and observing and performing the terms and conditions herein
contained) to have quiet possession and enjoyment of the Premises during the Term without
any interruption by the Landlord or any person or persons lawfully claiming through under
or in trust for the Landlord.




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	2	 	Roof and main structure, etc.
	 
	 	 	To use its best endeavours or arrange for the building manager to use its best endeavours to
amend and repair such defects in the roof, main electricity supply cables, main drain pipes,
main walls and exterior windows frames of the Building and the lifts and the central
air-conditioning system as the Landlord shall discover or as the Tenant or other
authorised-person or Authority shall notify to the Landlord in writing and maintain the same
in a proper state of repair and condition at the cost of the Landlord PROVIDED that the
Landlord shall be entitled to be given a reasonable period of time wherein to view any such
defects and to amend and repair the same.
	 
	3	 	Lifts, air-conditioning services, etc.
	 
	 	 	To use its best endeavours or arrange for the building manager to use its best
endeavours to maintain and keep the lifts, escalators, air-conditioning system and services
of the Building in a proper state of repair and condition.
	 
	4	 	Property tax
	 
	 	 	To pay the Property Tax for the time being payable in respect of the Premises.
	 
	5	 	Maintenance of common parts
	 
	 	 	To use its best endeavors or arrange for the building manager to use its best
endeavors to:






	 	5.1	 	Maintain, light, clean, operate and service all the common parts of the Building;
	 
	 	5.2	 	Keep the common parts toilets and other parts of the Building for common use
clean and in proper condition; and
	 
	 	5.3	 	Maintain lifts escalators fire and security services equipment air-conditioning
plant and other facilities of the Building in proper working order.






	6	 	Directory board
	 
	 	 	To maintain at the main entrances and in all other places as the Landlord shall deem fit
directory boards and to allot space thereon for Tenant’s name to be affixed in such uniform
lettering or characters as shall be designated by the Landlord.





SECTION VII

EXCLUSIONS OF LIABILITY





	1	 	The Landlord shall not be liable to the Tenant its servants licensees or invitees in
respect of any claim loss (including but not limited to loss of profits) damage or injury to
person




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	 	 	or property sustained by the Tenant or any such other person caused by or through
or in any way
owing to :-






	 	1.1	 	Lifts escalators and other services
	 
	 	 	 	any defect in or breakdown or suspension of the lifts escalators fire fighting
detection system water sprinkler equipment central air-conditioning
system or
other facilities of the Building or any of them; or
	 
	 	1.2	 	Electricity supply
	 
	 	 	 	any failure malfunction explosion or suspension of the electricity supply to
the Building or the Premises; or
	 
	 	1.3	 	Fire overflow of water and vermin
	 
	 	 	 	fire or the overflow or leakage of water including rain, storm or sea water
from anywhere within the Building or the influx of water including rain, storm or sea
water into the Building or the Premises or the escape of fumes, smoke, fire or to
activity of termites pests rats or other vermin in the Building; or
	 
	 	1.4	 	Typhoon
	 
	 	 	 	in respect of loss or damage caused by through or in anywise owing to any typhoon; or
	 
	 	1.5	 	Water sprinklers
	 
	 	 	 	any use of water sprinkler devices or their coming into operation whether by
intentional operation or as a result of mechanical failure or malfunction; or
	 
	 	1.6	 	Services
	 
	 	 	 	the adequacy or otherwise of any of the management services (including
security) rendered by the Landlord and/or the Building Manager or the Cleaning
Services rendered by Best Result Cleaning Services Limited or the failure to render
the same or the suspension or interruption thereof for whatever reason;




nor shall the Rent or Management Fee and Air-Conditioning Charge or service charge or any part
thereof cease to be payable other than in the circumstances set out in Section
VIII.





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 SECTION VIII

ABATEMENT OF RENT





	1	 	Abatement






	 	1.1	 	If the Premises or the Building or any part thereof shall at any time during the Term be
destroyed or damaged or become unfit for occupation not due to any default of the Tenant but
owing to fire flooding storm typhoon defective construction white ants earthquake
subsidence of the ground or any calamity beyond the control of the Landlord and the policy or
policies of insurance effected by the Landlord shall not have been vitiated or payment
of policy moneys refused in whole or in part in consequence of any act or default of
the Tenant or if at any time during the continuance of this tenancy the
Premises shall be condemned as a dangerous structure or a demolition order or a
closing order shall become operative in respect of the Premises the rent hereby
reserved or a proportionate part thereof according to the extent and duration of
the damage sustained shall be suspended until the Premises shall again be
rendered fit for occupation and use.
	 
	 	1.2	 	The Landlord shall be under no obligation to repair or to reinstate the
Premises if by reason of me condition of the same or any local Regulations or
other circumstances beyond the control of the Landlord it is not practicable
or reasonable to do so.
	 
	 	1.3	 	If the whole or substantially the whole of the Premises are not repaired
or reinstated within three months from the occurrence of such event or the order either
the Landlord or the Tenant shall have the right thereafter to determine this Agreement by
giving one month’s notice in writing to the other, whereupon everything herein contained
shall determine as from the date of the expiry of such notice but without prejudice to the
rights and remedies of either party against the other in respect of any antecedent claim or
breach of the agreements stipulations terms and conditions herein contained or of the
Landlord in respect of the rent payable hereunder prior to the coming into effect of the
cessation of the liability to pay rent.





SECTION IX

DEFAULT



It is hereby further expressly agreed and declared as follows:- 






	1	 	Default
	 
	 	 	If the Rent or other charges or additional outgoings with interest thereon (if any)
hereby reserved or any part thereof shall be in arrears at any time after the due date
(whether




- 22 -









 






	 	 	formally demanded or not) or if there shall be any other breach or non-performance of any of
the covenants stipulations conditions or agreements herein contained and on the part of the
Tenant to be observed or performed or if the Tenant shall become bankrupt or being a
corporation go into liquidation whether compulsory or voluntary (save for the purposes of
amalgamation or reconstruction) or if a receiver or a receiver and manager is being appointed
against all or any of the asset or business of the Tenant or if any petition
shall be filed for the winding up of the Tenant or if the Tenant shall otherwise become
insolvent or enter into any arrangement or composition for the benefit of the
Tenant’s creditor(s) or shall suffer any distress or execution to be levied upon the Premises
or otherwise on the Tenant’s goods or effects or if the Tenant persistently fails to pay
the Rent or any payments hereby stipulated and when due, then and in any such case it
shall be lawful for the Landlord or any person duly authorised in that behalf at any
time thereafter to re-enter into and upon the Premises or any part thereof in the name of
the whole whereupon this Agreement shall absolutely determine and the deposit paid
as hereinafter mentioned shall be absolutely forfeited to the Landlord as and for
liquidated damages and not as penalty but without prejudice to any right of action by the
Landlord in respect of any outstanding breach or non-observance or non-performance by
the Tenant of any of the terms of this Agreement and the Landlord shall be entitled to
recover from the Tenant all loss and damage it sustains as a direct or indirect result of
such early determination.






	2	 	Service of notice
	 
	 	 	A written notice served by the Landlord on the Tenant or left at the Premises, to the
effect that the Landlord thereby exercises the power of re-entry, shall be a full and
sufficient exercise of such power without actual entry on the part of the Landlord.
	 
	3	 	Acceptance of rent
	 
	 	 	The acceptance of any rent by the Landlord hereunder shall not be deemed to operate or be
regarded by the Tenant as a waiver by the Landlord of any right to proceed against the Tenant
in respect of any breach or non-observance or non-performance by the Tenant of any of the
covenants agreements stipulations terms and conditions herein contained and on the part of
the Tenant to be observed and performed.
	 
	4	 	Interest
	 
	 	 	Without prejudice to the right of the Landlord to exercise any other right or
remedy (including the right of re-entry) exercisable under the terms of this Agreement, in
the event of default in payment of Rent and/or any charges payable hereunder or any
part thereof on its due date, the Tenant shall further pay to the Landlord on demand interest
on the amount in arrears at the rate of 1.5% per month calculated from the date on which
the same became due for payment until the date of payment as liquidated damages and not
as penalty.




- 23 -









 












	5	 	Act of employees, etc.
	 
	 	 	For the purpose of these presents any act default neglect or omission on the part of
any guest visitor servant contractor employee agent invitee or licensee of the Tenant shall
be deemed to be the act default neglect or omission of the Tenant.
	 
	6	 	Distraint
	 
	 	 	In addition to Rent any amounts falling due under this Agreement may be recovered by distress
as rent in arrears. For the purposes of Part III of the Landlord and Tenant (Consolidation)
Ordinance (Cap. 7) and of these presents, the Rent payable in respect of the Premises and
other amounts recoverable by distress as rent in arrears shall be and be deemed to be in
arrears if not paid in advance at the times and in the manner hereinbefore provided for
payment thereof. All costs and expenses of and incidental to distraint shall be paid by the
Tenant on a full indemnity basis and shall be recoverable from it as a debt.
	 
	7	 	Recovery of Landlord’s expenses
	 
	 	 	The Tenant shall pay to the Landlord on an indemnity basis all costs fees
charges disbursements and expenses (including without prejudice to the generality of
the foregoing those payable to counsels solicitors (on a solicitor-and-own client
basis) surveyors architects and bailiffs) incurred by the Landlord in relation or incidental
to or in respect of:






	 	(a)	 	the preparation and service of a notice under Section 58 of the Conveyancing and
Property Ordinance (Cap.219), notwithstanding forfeiture is avoided otherwise than by relief
granted by the Court; and
	 
	 	(b)	 	the Tenant’s non-observance or non-performance of the terms of this Agreement
and/or the Landlord’s exercise of its rights and powers under this Agreement, including but
not limited to recovery of rent and the Landlord’s exercise of its right of re-entry.





SECTION X

GENERAL





	1	 	Yield Up Premises And Handover





	 	 	 	 	 	 	 	 	 
	 

	 	 	1.1	 	 	(a)
	 	The Tenant shall yield up the Premises with all keys giving access to all parts of
the Premises with all fixtures fittings and additions therein and thereto at the expiration
or sooner determination of this Agreement in good clean and tenantable repair and condition
in accordance with the stipulations herein contained.






- 24 -









 







	 	(b)	 	Where the Tenant has made any alterations or installed any fixtures or additions to
the Premises whether with or without the Landlord’s consent, the Landlord may at its
discretion require the Tenant to reinstate, remove or do away with such alterations fixtures
or additions or any part or portion thereof and thereafter make good and repair in a proper
and workmanlike manner any damage to the Premises and the Landlord’s fixtures and
fittings therein as a result thereof before delivering up the Premises to the Landlord.
	 
	 	(c)	 	If required by the Landlord, the Tenant shall at its own cost remove or do away
with all alterations fixtures or additions to the Premises whether the same were
made by the Tenant or not, and make good and repair in a proper and workmanlike
manner any damage to the Premises as a result thereof and deliver the Premises to
the Landlord in a bare-shell condition upon the expiration or sooner determination
of this Agreement.
	 
	 	(d)	 	Should the Tenant fail to remove any fixtures or additions and reinstate the
Premises as required by the Landlord as aforesaid, the Landlord shall be entitled at
its sole discretion to remove the said fixtures or additions and reinstate the
Premises at the sole expense of the Tenant and the cost thereof shall be a debt due
from the Tenant to the Landlord and be recoverable forthwith by action.






	 	1.2	 	The Tenant hereby irrevocably appoints the Landlord as its agent with authority to
enter upon the Premises and to deal with at the Tenant’s risk and expense any of the
Tenant’s effects left on or about the Premises for more than five days after the expiry
of the Term or its determination (howsoever arising or occasioned) to the intent mat
the Landlord may without liability to the Tenant dispose of or destroy or otherwise deal
with the same as the Landlord shall think fit. In the event that the Landlord is unable
to gain access to the Premises, the Tenant expressly confirms that the Landlord as its
agent may use any means (including the use of force) to effect entry upon the Premises.






	2	 	No excuse for non-payment of rent
	 
	 	 	This Agreement and the obligation of the Tenant to pay rent and other sums due hereunder
and to perform the Tenant’s obligations hereunder shall in no way be affected impaired or
excused because the Landlord is unable due to circumstances beyond its control to fulfil any
of its obligations under this Agreement or to supply or is delayed in supplying any service
expressly or implied to be supplied or is unable to make or is delayed in making any repair
additions alterations or decoration or is unable to supply or is delayed in supplying any
equipment or fixtures if the Landlord is prevented or delayed from so doing by reason of
strike labour shortage of materials or any outside cause




- 25 -









 






	 	 	whatsoever or by reason of any order or regulation of any department of the
Government of Hong Kong Special Administrative Region.






	3	 	Condonation not a waiver






	 	3.1	 	No condoning, excusing or overlooking by the Landlord of any default, breach or
non-observance or non-performance by the Tenant at any time or times of any of the covenants
agreements stipulations terms and conditions herein contained shall operate or be regarded by
the Tenant as a waiver of the Landlord’s rights hereunder in respect of any continuing or
subsequent default, breach or non-observance or non- performance or so as to defeat or affect
in any way the rights and remedies of the Landlord hereunder in respect of any such
continuing or subsequent default or breach and no waiver by the Landlord shall be
inferred from or implied by anything done or omitted by the Landlord, unless
expressed in writing and signed by the Landlord.
	 
	 	3.2	 	Any consent given by the Landlord shall operate as a consent only for
the particular matter to which it relates and shall in no way be considered as a waiver
or release of any of the provisions hereof nor shall it be construed as dispensing with the
necessity of obtaining the specific written consent of the Landlord in the future, unless
expressly so provided.






	4	 	Approval of Landlord
	 
	 	 	The Landlord and its authorised agents shall have absolute discretion in granting or refusing
any approval sought by the Tenant hereunder and any approval if granted may be subject to
such conditions as the Landlord or its agents think fit. No approval by the Landlord is valid
unless it is in writing and is signed and dated by the Landlord or its authorised agent.
	 
	5	 	Re-letting notice
	 
	 	 	During the three (3) months immediately preceding the determination of the Term the Landlord
shall be at liberty to affix and retain without interference upon any external part of the
Premises a notice for re-letting the same.
	 
	6	 	Service of notices
	 
	 	 	Any notice required to be served hereunder shall be sufficiently served on the Tenant
if delivered to it by post or left addressed to it at the Premises or at its last known
address in Hong Kong and shall be sufficiently served on the Landlord if sent to it by post
or delivered to it at the address given herein or any other address which the Landlord
may notify to the Tenant from time to time. A notice sent by post shall be deemed to have





- 26 -









 






	 	 	been given at the time when in due course of post it would be delivered at the address
to which it is sent.






	7	 	Legal costs
	 
	 	 	The Landlord’s solicitors’ legal cots (calculated at full scale), disbursements and other
legal expenses in connection with-the preparation and signing of this Agreement and its counterpart
shall be borne by the Landlord and the Tenant in equal shares. Should the Tenant engage a
separate firm of solicitors to act on its behalf then each party shall pay its own
solicitor’s costs.
	 
	8	 	Stamp duty
	 
	 	 	The stamp duty upon this Agreement and its counterpart, the Land Registry registration fees
(if any), the ratification fee (if any) and all other disbursements in connection with this
Agreement and its counterpart shall be borne by the Landlord and the Tenant in equal shares.
	 
	9	 	No premium or fine
	 
	 	 	The Tenant hereby expressly admits and declares that no premium or fine or
other consideration or key money has been paid to the Landlord by the Tenant for the
creation of this tenancy.
	 
	10	 	Exclusion of Warranty as to use
	 
	 	 	Nothing in this Agreement or in any consent granted by the Landlord under this Agreement
shall imply or warrant that the Premises may be used for the purpose authorised in this
Agreement. In the event that the Government or any competent authority serves notice
prohibiting the use of the Premises in the manner permitted hereunder the Tenant shall
forthwith comply with the notice failing which the Landlord shall be entitled to terminate
this Agreement by one month’s notice or such shorter notice as may be required or as the
parties may agree. On the expiration of the Landlord’s notice, this Agreement shall terminate
but without prejudice to either party’s claim against the other in respect of any antecedent
breach of this Agreement.
	 
	11	 	Full Agreement
	 
	 	 	Subject to Clause 12 below, this Agreement sets out the full and only agreement
reached between the parties and supersedes any other representations, warranties,
or understandings, written or verbal, that the parties may have had with respect to
the Premises and the Building.





- 27 -









 






	12	 	Outstanding obligations
	 
	 	 	Any outstanding obligations on the part of the Tenant to be observed and
performed under the Offer Letter and/or the Agreement for Tenancy Agreement (if any) pursuant
to which this Agreement is entered into shall continue to be in force and shall not
merge with this Agreement unless the Landlord shall otherwise stipulate.
	 
	13	 	Sales and Redevelopment






	 	13.1	 	Notwithstanding any provision to the contrary contained in this Agreement, if
at any time during the Term the Landlord shall decide to redevelop, renovate, refurbish
or redesign the Building or any part thereof (which decision shall be sufficiently evidenced
by a certified true copy of the relevant Board Resolution of the Landlord) or shall sell
assign or enter into any agreement for the sale or assignment of the whole or any part of the
Building which includes the Premises, the Landlord shall be entitled to give six (6) calendar
months’ notice in writing to the Tenant to determine this Agreement and at the expiry of such
notice everything herein contained shall cease and be void and the Tenant
shall immediately deliver up vacant possession of the Premises to the Landlord.
	 
	 	13.2	 	The Tenant shall not be entitled to claim against the Landlord for
any compensation for the loss of goodwill or business, damages or any costs
and expenses incurred by the Tenant whatsoever but any such termination shall
be without prejudice to the rights and remedies of either party against the other
in respect of any antecedent claim or breach of any terms or stipulations
herein contained.
	 
	 	13.3	 	The expression “Landlord” in this clause shall include the Landlord’s successors
in title and this clause shall enure for the benefit of the Landlord’s successors in title.
	 
	 	13.4	 	It is also agreed and declared notwithstanding any other provision herein
and notwithstanding any law to the contrary the Tenant’s option right(s) (if any) shall
be extinguished and determined upon the service of the said notice of termination whether
such rights shall have been exercised by the Tenant or not.
	 
	 	13.5	 	The Tenant shall not be entitled to any claim against the Landlord for any damages
or compensation or any relief against such extinguishment and determination of its option
right(s).






	14	 	Consent for the release of information






	 	14.1	 	The Tenant acknowledges and agrees that from time to time, during and after





- 28 -









 






	 	 	 	the expiry of this tenancy, it may be necessary for the Landlord to disclose, release,
transfer or otherwise make use of information relating to the Tenant collected, held or
processed by the Landlord.






	 	14.2	 	The Tenant agrees and consents to the disclosure, release, transfer or other use of such
information by the Landlord for the purposes of, or in connection with, the tenancy hereby
created, or such other purposes as the Landlord may deem fit.






	15	 	Reservation of rights
	 
	 	 	The Landlord reserves the right, exercisable at any time or times: -






	 	15.1	 	To install or erect at the entrances passages passageways doorways
corridors landings staircases lobbies or other public parts of the Building,
counters, showcases or light boxes and to change the arrangement and/or location
of entrances passageways doors doorways corridors landings staircases lobbies lifts
escalators toilets or other public parts of the Building or any service or apparatus serving
me Building.
	 
	 	15.2	 	To change the name or description of the Building or any part hereof PROVIDED that
in such event, the Landlord shall give to the Tenant and the Postal and other Government
Authorities not less than three months’ advance notice in writing of any such proposed
change.
	 
	 	15.3	 	To change the user of any part of the Building for any other commercial purposes
(including but not limited to restaurant and/or retail purposes), renovate or refurbish the
shopping arcade (if any) or office area or any part or any area of the Building and to
change, alter, amend, vary, add to and re-locate the layout of the shopping arcade (if any)
or office area or any part or any area of the Building including but not limited to the
external walls, entrance lobbies, staircases, landings, passages, corridors, toilets, lifts
and escalators and to carry our works to effect such change of user, renovation,
refurbishment, change, alteration, amendment, variation, addition and re-location, and the
Tenant shall not be entitled to object to the change of user, renovation, refurbishment,
change, alteration, amendment, variation, addition, re-location or any works as
aforesaid and shall have no right of action or claim for compensation whatsoever
in connection with any matters arising from this Clause.
	 
	 	15.4	 	To make or cause to be made any structural or non-structural alteration
or improvement in or addition to entrances landings staircases driveways
passages lobbies or any part of the Building in common use, without incurring
any liability to make any payment to the Tenant on any account whatsoever.





- 29 -









 






	 	15.5	 	To make introduce, amend, adopt or abolish regulations as it may consider necessary for
the management and maintenance of the Building as a first class commercial Building. Such
regulations shall be supplementary to the terms and conditions contained in this Agreement
and shall not in any way derogate from such terms and conditions. In the event of conflict
between such regulations and the terms and conditions of this Agreement the terms and
conditions of this Agreement shall prevail.






	16	 	Meaning of “Tenant”
	 
	 	 	The expression “the Tenant” shall (where the context permits) mean and include the party
or parties specifically named and shall not include the executors and administrators of any
such parry or where such party is a corporation any liquidator or receiver thereof.
	 
	17	 	Responsible for acts of servant, etc.
	 
	 	 	Any act default neglect or omissions of the agents contractors servants customers
or visitors of the Tenant shall be deemed to be the act default neglect or omission of
the Tenant.
	 
	18	 	Special condition(s)
	 
	 	 	The parties hereto hereby agree that the terms or conditions or matters set out in the
Sixth Schedule hereto shall apply to this Agreement and shall be incorporated as an
integral part of this Agreement
	 
	19	 	Governing law
	 
	 	 	This Agreement shall be governed by and construed in all respects according to the
laws of the Hong Kong Special Administrative Region and the Tenant hereby
irrevocably submits to the non-exclusive jurisdiction of the courts of Hong Kong
Special Administration Region. The submission to such jurisdiction shall not limit the right
of the Landlord to take proceedings in whatever jurisdiction it may think fit, nor shall
the taking of proceedings in any jurisdiction preclude the taking of proceedings in any
other jurisdiction or jurisdictions, whether concurrently or not.






- 30 -









 





THE FIRST SCHEDULE ABOVE REFERRED TO




PART I




	 	 	 	 	 
	LANDLORD

	 	:
	 	WIDE HARVEST INVESTMENT LIMITED whose registered office is situate at 12th Floor,
Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha
Tsui, Kowloon, Hong Kong (“Landlord” which expression shall include its successors and
assigns).
	 	 	 	 	 
	TENANT

	 	:
	 	EMAK HONG KONG LIMITED whose registered office is situate at Suite Nos. 1-4 ,18th
Floor, Tower 6, China Hong Kong City, 33 Canton Road, Tsimshatsui, Kowloon, Hong Kong
(“Tenant”).






PART II




	 	 	 	 	 
	Premises

	 	:
	 	SUITE NOS. 5B AND 6A on the 19TH FLOOR of TOWER 6 of CHINA HONG KONG CITY (“the
Building”) at No. 33 Canton Road, Kowloon, Hong Kong (the said Suite for the purpose of
identification only is delineated and coloured Pink on the Floor Plan annexed hereto).






PART III




	 	 	 	 	 
	Term

	 	:
	 	For the term of three years commencing on the 1st day of September 2005
and expiring on the 31st day of August 2008 (both days inclusive).






PART IV




	 	 	 	 	 
	User

	 	:
	 	Restricted to use by the Tenant as office premises only and for no other purpose whatsoever.






PART V




	 	 	 	 	 
	Deposit

	 	:
	 	The sum of HK$66,648.60 (equivalent to three months’ rental deposit
and three months’ Management Fee and Air-Conditioning Charge deposit and rates deposit)
payable to the Landlord on or before the signing of this Agreement.






- 31 -









 






THE SECOND SCHEDULE ABOVE REFERRED TO




PART I




PARTICULARS OF RENT





	(1)	 	The rent payable during the Term shall be HK$16,704.00 each calendar month
payable in advance on the first day of each calendar month (without any deduction or
set-off).
	 
	(2)	 	The rent is exclusive of rates, Government rent (if any), Management Fee
and Air-Conditioning Charge and other outgoings.
	 
	(3)	 	Subject to the Tenant’s due observance and performance of all the conditions
contained in this Agreement, the Tenant shall have the following rent free period(s) :






	 	   (i)	 	From 1st September 2005 to 30th September 2005 (both days inclusive); and
	 
	 	   (ii)	 	From 1st September 2006 to 30th September 2006 (both days inclusive).






During any rent free period the Tenant shall continue to pay the Management Fee
and Air-Conditioning Charge and rates and Government rent (if any) and all other
outgoings payable.



PART II




PARTICULARS OF CHARGES




	 	 	 
	Management Fee and Air-Conditioning Charge:

	 	HK$4,677.00 per calendar month (subject to
revision pursuant to Clause 1.5 of Section III).






- 32 -









 






THE THIRD SCHEDULE ABOVE REFERRED TO




FITTING OUT REQUIREMENTS




The Tenant shall :-





	(a)	 	Provide electrical light fittings and a ceiling of non-combustible material approved
by the Landlord save that no combustible material will be permitted above the ceiling. If
the Tenant requires any extension or relocation of the sprinkler heads and/or the
smoke detectors and other fire services equipment installed by the Landlord, the cost of
such work will be paid by the Tenant.
	 
	(b)	 	Provide vertical window blinds, tracks and fittings at the Tenant’s expenses.
	 
	(c)	 	Paint and decorate the interior of the Premises to the satisfaction of the Landlord.
	 
	(d)	 	Furnish and install floor fill and floor finishes. PVC tiles shall not be used
unless approved by the Landlord.
	 
	(e)	 	With the relevant plan showing all the details including but not limited to the gauge
of wire, etc. duly approved in writing in advance by the Landlord, apply for the
electricity water meters from the relevant authorities, complete all electrical and
mechanical installations (heating, lighting system, ventilation, air-conditioning, sub-main
cable, wiring, plumbing, drainage and fire services) for the purpose of providing
electrical mechanical and drainage services to and within the Premises PROVIDED that
the reinstatement of the ceiling or any part of the common area damaged by or
removed during the connecting of electricity to the Premises shall be carried out by the
Landlord’s nominated contractor at the Tenant’s expense.
	 
	(f)	 	Furnish and install or arrange for the installation of telephones as well as other
Tenant’s requirements within the Premises together with such meters as are necessary to
measure the Tenant’s consumption thereof and to employ only the contractors nominated
or approved by the Landlord for such purposes.
	 
	(g)	 	Furnish, install, support and connect all lighting fixtures, including lamps, switches
and wiring, save that in the case of support involving cutting into structure prior
written approval of the Landlord will be required and in all instances only the
contractor designated by the Landlord shall be used.
	 
	(h)	 	Install such fire extinguishers or other means of fire-fighting equipment inside
the Premises as may be required from time to time by all relevant Ordinances and
regulations of the Government of the Hong Kong Special Administrative Region.






-33-









 








THE FOURTH SCHEDULE ABOVE REFERRED TO  




BUILDING RULES AND REGULATIONS





	(a)	 	Plumbing fixtures shall be used only for the purposes for which they were
constructed. No sweeping rubbish rags or other alien substance shall be deposited therein.
All costs for making good damages resulting from any misuse of the plumbing fixtures shall
be born by the Tenant
	 
	(b)	 	Unless with the written consent of the Landlord, no tenant may drill into or in any
way deface any part of the Premises or the Building.
	 
	(c)	 	Unless with the written consent of the Landlord, and such consent will not be
usually granted, no flagpoles or aerials shall be erected, and no flags may be flown
from windows or elsewhere in or upon the Building.
	 
	(d)	 	The loading and unloading of goods shall be carried out in such manner and within such
times as from time to time are designated by the Landlord.
	 
	(e)	 	Canvassing and peddling in the Building is prohibited.
	 
	(f)	 	No tenant shall cause or permit any noise which is or may be a nuisance or annoyance to
the occupants of other portions of the Building.
	 
	(g)	 	No animals or pets may be kept in the Premises or the Building.
	 
	(h)	 	No security organization shall be employed by Tenant without the Landlord’s
prior consent.
	 
	(i)	 	No film or movies shooting relating to the Building is permitted unless the prior written
consent from the Landlord is obtained.
	 
	(j)	 	No person is allowed to sit, loiter or sleep on public passages, staircases or shopfronts.
	 
	(k)	 	Save and except where the Premises are let for the express purpose of a Food or Beverage
outlet or restaurant, the preparation of food in the Premises is expressly prohibited save
with the Landlord’s prior permission in writing.
	 
	(1)	 	No person may place or leave any rubbish in the entrances or any of the
staircases, corridors, passages or landings of the Building used in common.
	 
	(m)	 	No person may permit or suffer any sale by auction to be held upon the Premises.






-34-









 








THE FIFTH SCHEDULE ABOVE REFERRED TO




 NORMAL AIR-CONDITIONING SUPPLY HOURS




	 	 	 	 	 
	Monday to Friday (inclusive)

	 	:
	 	From 8:00 A.M. to 6:00 P.M.

	 
	Saturday

	 	:
	 	From 8:00 A.M. to 2:00 P.M.







-35-









 








THE SIXTH SCHEDULE ABOVE REFERRED TO




SPECIAL CONDITIONS





	1.	 	To pay to the Landlord such handling charge as the Landlord shall determine in
its absolute discretion from time to time during the Term for considering the Tenant’s
fitting out plans and specifications and inspecting the fitting out works carried out or to
be carried out in the Premises.
	 
	2.	 	The Tenant shall pay and discharge any temporary electricity charges incurred during
the fitting out period as demanded by the Building Manager.
	 
	3.	 	The Tenant shall pay a sum, as demanded by the Landlord or the Building Manager of
the Building as a fitting out and decoration deposit before commencing to fit out
the Premises. Such sum shall be refunded to the Tenant without interest subject to
any necessary deductions, upon completion of the decoration works.
	 
	4.	 	From time to time as necessary and upon completion of the fitting out work in
the Premises, the Tenant shall at its own expense remove all debris and rubbish
resulting from such fitting out work to the location designated by the Landlord or the
Building Manager or their authorised agents in an orderly and proper manner.
	 
	5.	 	Before taking possession of the Premises, the Tenant shall pay to the Landlord the
following:





	 	 	 	 	 
	Rent for 1st October 2005 to 31st October 2005
	 	HK$16,704.00
	 
	 	 	 	 
	Management Fee and
Air-Conditioning Charges for 1st September
2005 to 30th September 2005
	 	HK$4,677.00
	 
	 	 	 	 
	Government rates for 1st September 2005
to 30th September 2005
	 	HK$817.04
	 
	 	 	 	 
	Vetting charge
	 	HK$1,566.00
	 
	 	 	 	 
	Temporary electricity consumption
charges during fitout period
	 	HK$1,044.00
	 
	 	 	 	 
	Fitting out
deposit
 (refundable
subject to Clause 9.5 of Section III and to
be credited to rental account)
	 	HK$1,044.00
	 
	 	 
	 
	 	HK$25,852.04
	 
	 	 







-36-









 









	6.	 	Subject to the Tenant’s due execution of this Agreement and payment of
all sums required, vacant possession of the Premises in a “bare shell”
condition shall be delivered to the Tenant.
	 
	7.	 	The Premises shall be handed over to the Tenant with all the
fixtures, fittings and partitions left behind by the previous tenant of the
Premises.
	 
	8.	 	The Tenant shall be entitled at its own cost and expense to construct a partition
wall between Suites No. 6A and 6B at the location indicated by ‘ X’ on the floor plan
annexed and in all compliance with any existing ordinances rules and regulations. For
the avoidance of doubt and notwithstanding any provisions to the contrary herein stated,
the Tenant shall at the expiration or sooner determination of this tenancy at its own cost
and expenses re-instate and/or remove the said partition wall as shall be required by
the Landlord (at the sole discretion of the Landlord) and to the satisfaction of the
Landlord.





-37-









 




     AS WITNESS the hands of the parties hereto the day and year first above written.



	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	 
	          Connie Kwong — Lin Hung

	 	 	)	 	 	 
	          of Sino Real Estate

	 	 	)	 	 	For and on behalf of
	          Agency Limited, a company duly

	 	 	)	 	 	SINO REAL ESTATE AGENCY LTD.
	          authorised by the Board of

	 	 	)	 	 	/s/ Connie Kwong-Lin Hung                                    
	          Directors of the Landlord

	 	 	)	 	 	                    Agent for the landlord for
	for and on behalf of Sino Real Estate

	 	 	)	 	 	                    the sole purpose of
	Agency Limited as agent for the

	 	 	)	 	 	                    execution of this Agreement
	Landlord for the sole purpose of

	 	 	)	 	 	 
	execution of this Agreement

	 	 	)	 	 	 
	whose signature is verified by :-

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	                              /s/ Cheung Fong                  
	 	 	 	 	 	 
	                              Cheung Fong, Debbie
	 	 	 	 	 	 
	                              Solicitor, Hong Kong SAR
	 	 	 	 	 	 
	                              Messrs. Baker & McKenzie
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	SIGNED by Mr. Lee Siu Kau

	 	 	)	 	 	For and on behalf of
	 

	 	 	)	 	 	EMAK HONG KONG LIMITED
	for and on behalf of the Tenant

	 	 	)	 	 	                    /s/
Mr. Lee Siu Kau                                
	whose signature(s) is /are verified by

	 	 	)	 	 	                    Authorized Signatures
	 
	 	 	 	 	 	 
	/s/ Cynthia S. W. Lee    
	 	 	 	 	 	 
	Cynthia S. W. Lee
	 	 	 	 	 	 
	Solicitor
	 	 	 	 	 	 
	Preston Gates & Ellis
	 	 	 	 	 	 
	Hong Kong SAR

	 	 	 	 	 	For and on behalf of
	 

	 	 	 	 	 	SINO REAL ESTATE AGENCY TTD.






	 	 	 	 	 	 	 
	RECEIVED the day and year first above

	 	 	)	 	 	/s/
Connnie Kwong-Lin Hung                                   
	written of and from the Tenant the sum of

	 	 	)	 	 	                    Agent for the landlord for
	HONG KONG DOLLARS SIXTY-SIX

	 	 	)	 	 	                    the sole purpose of
	THOUSAND SIX HUNDRED FORTY-EIGHT

	 	 	)	 	 	                    execution of this Agreement
	AND CENTS SIXTY ONLY being the above

	 	 	)	 	 	 
	mentioned deposit to be paid by the Tenant

	 	 	)	 	 	 
	to the Landlord.

	 	 	)	 	 	HK$66,648.60
	 
	 	 	 	 	 	 
	SIGNATURE VERIFIED BY:-
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	                              /s/ Cheung Fong                    
	 	 	 	 	 	 
	                              Cheung Fong, Debbie
	 	 	 	 	 	 
	                              Solicitor, Hong Kong SAR
	 	 	 	 	 	 
	                              Messrs. Baker & McKenzie